ASIC Penalties for Late Lodgement of Annual Review: What It Costs and How to Fix It

If you miss your company's annual review deadline, ASIC charges a flat late fee that escalates the longer the delay runs: roughly $96 if payment is up to one month late, and roughly $401 if more than one month late (the amounts are indexed and updated periodically). Persistent non-payment can lead ASIC to begin deregistration. The annual review is not the same thing as a financial report, and the two attract very different penalty regimes.

What Triggers ASIC Penalties on an Annual Review?

ASIC issues an annual statement on each company's review date (usually the anniversary of registration), and the company has two months from that date to pay the annual review fee and confirm its details. Miss that window and the late fee applies automatically. The trigger is administrative. It does not require a court order or an ASIC investigation.

The common source of confusion is the difference between this and lodging financial reports. Most small proprietary companies are not caught by s 292 at all, so for them the annual review fee is the main yearly compliance touchpoint with ASIC. For companies that do have to lodge financial reports, separate (and significantly larger) penalties apply for failing to lodge on time.

How Much Will ASIC Charge for a Late Annual Review?

For a late annual review, ASIC's published late fees apply automatically: approximately $96 for payments up to one month overdue and approximately $401 for payments more than one month overdue. Those figures are reviewed periodically, so confirm the current amount on ASIC's fee schedule before paying.

For companies that must lodge audited financial reports under s 292, the picture is more serious. Failure to lodge can attract civil penalties under the Corporations Act, and the obligation continues until the report is lodged. In practice, ASIC tends to pursue listed companies and large proprietary companies aggressively on financial report lodgement, while small companies are dealt with through automatic late fees and, in serious cases, deregistration.

Quick checklist:

• Find your company's annual review date in your ASIC correspondence or on the ASIC company register.
• Pay the annual review fee within two months of that date, even if no other details have changed.
• If a late fee has already been issued, pay it promptly to stop further escalation and avoid deregistration.
• Keep documentation if the lateness was caused by something outside your control (illness, bereavement, natural disaster, ASIC system error). Waivers exist but require evidence.
• Do not sign or submit anything to ASIC under pressure without checking your obligations first.

Can You Get an Extension, Waiver, or Refund?

ASIC has a limited discretion to waive late fees where the lateness was caused by something outside the director's control: serious illness, a natural disaster, bereavement, or an ASIC processing error. Applications go through ASIC's fee waiver process and must be supported by evidence. Routine forgetfulness, "didn't get the notice", or being too busy will not qualify. ASIC's published approach is conservative.

Extensions of time for lodging financial reports under s 292 are a different process. ASIC can grant relief under s 340 of the Act, but the application has to be made before the deadline expires and supported by reasons. After the deadline, the lodgement is late and the only remedy is to lodge as soon as possible and, where appropriate, apply for a waiver.

If a company has already been deregistered for non-payment, reinstatement is possible under s 601AH, but it involves clearing outstanding fees and, in some cases, a court application. Reinstatement is slow and avoidable if the annual review fee is paid on time in the first place.

Practical Takeaways

• The annual review and the financial report are separate obligations with separate penalty regimes. Do not confuse them.
• Annual review late fees are automatic and step up sharply at the one-month mark; pay promptly to stop them growing.
• Section 292 captures public companies, large proprietary companies, disclosing entities, and registered schemes. Most small proprietary companies fall outside it.
• Fee waivers exist but require evidence of circumstances beyond your control; ordinary oversight will not qualify.
• Where a company has been deregistered, reinstatement under s 601AH is available but costs time and money you can avoid by acting on the annual statement when it arrives.

The Corporations Act provisions and ASIC guidance referenced above are publicly available through the federal legislation register and ASIC's website. The same primary sources are searchable on Habeas, alongside Australian case law on extensions and waivers, if you want to see how courts have treated similar applications.

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